Page 8 of 9 – SEC Filing
Table of Contents
Page
8
of 9 Pages
This statement on Schedule 13D (this Statement) amends and supplements, as Amendment
No. 8, the Schedule 13D filed on January 21, 2014 (the Initial Schedule 13D), which was amended on February 20, 2014 by Amendment No. 1 to the Initial Schedule 13D (Amendment No. 1), on
February 27, 2014 by Amendment No. 2 to the Initial Schedule 13D (Amendment No. 2), and on April 24, 2014 by Amendment No. 3 to the Initial Schedule 13D (Amendment No. 3), and on April 30,
2014 by Amendment No. 4 to the Initial Schedule 13D (Amendment No. 4), on July 31, 2014 by Amendment No. 5 to the initial Schedule 13D (Amendment No. 5), on December 10, 2014 by Amendment No. 6 to
the initial Schedule 13D (Amendment No. 6), and on February 29, 2016 by Amendment No. 7 to the Initial Schedule 13D (Amendment No. 7 and, together with the Initial Schedule 13D
and Amendment No. 1 through Amendment No. 6, the Schedule 13D), and relates to shares of common stock, no par value per share (the Common Stock), of Titan International, Inc. (the
Issuer). Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 7.
Item 4 Purpose of Transaction
Item 4 is hereby amended by adding the following:
On September 29, 2016, the Reporting Persons (together with certain of their affiliates, MHR), Michael Sirignano and the Issuer entered into
an Audit Committee Observer Agreement (the Observer Agreement) that grants MHR the right to designate an observer to the Audit Committee of the Board of Directors of the Issuer (the Audit Committee) so long as
MHR beneficially owns at least the lesser of (i) 8,005,000 shares of Common Stock and (ii) 10% of the issued and outstanding shares of Common Stock. Pursuant to the Observer Agreement, MHR has designated Michael Sirignano, a principal of Fund
Management, as the initial observer to the Audit Committee, and is entitled to direct the replacement of the observer for any reason and at any time.
The
foregoing description of the Observer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Observer Agreement, a copy of which is filed as Exhibit 1 to this Statement and is incorporated by
reference herein.
Item 5 Interest in Securities of the Issuer
Item 5(a)(ix) and 5(b)(ix) are hereby amended by deleting such
Items in their entirety and replacing them with the following:
The percentages set forth below are calculated based on information contained in the
Issuers Form 10-Q for the quarterly period ended June 30, 2016, which disclosed that there were 54,046,512 shares of Common Stock outstanding as of July 20, 2016.
(a) (ix) Dr. Rachesky may be deemed to be the beneficial owner of 8,064,000 shares of Common Stock (approximately 14.90% of the total number of shares of
Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Dr. Racheskys position as the managing
member of each of MHRC, Institutional Advisors III and MHR Holdings and (b) stock options to purchase 59,000 shares of Common Stock held directly.
(b)
(ix) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 8,064,000 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of
8,064,000 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended by adding the following:
The
information set forth in Item 4 above is incorporated into this Item 6 by reference.
Item 7 Material to Be Filed as Exhibits
Exhibit No.
Description
1 Audit Committee Observer Agreement, dated as of September 29, 2016, by and among the Issuer and Michael Sirignano, Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR
Advisors LLC, MHRC LLC, MHR Institutional Partners III LP, MHR Capital Partners Master Account LP and MHR Capital Partners (100) LP (incorporated by reference to Exhibit 10 to the Issuers Current Report on Form 8-K filed on October
3, 2016).
Table of Contents
| Page 8 of 9 Pages |
This statement on Schedule 13D (this Statement) amends and supplements, as Amendment
No. 8, the Schedule 13D filed on January 21, 2014 (the Initial Schedule 13D), which was amended on February 20, 2014 by Amendment No. 1 to the Initial Schedule 13D (Amendment No. 1), on
February 27, 2014 by Amendment No. 2 to the Initial Schedule 13D (Amendment No. 2), and on April 24, 2014 by Amendment No. 3 to the Initial Schedule 13D (Amendment No. 3), and on April 30,
2014 by Amendment No. 4 to the Initial Schedule 13D (Amendment No. 4), on July 31, 2014 by Amendment No. 5 to the initial Schedule 13D (Amendment No. 5), on December 10, 2014 by Amendment No. 6 to
the initial Schedule 13D (Amendment No. 6), and on February 29, 2016 by Amendment No. 7 to the Initial Schedule 13D (Amendment No. 7 and, together with the Initial Schedule 13D
and Amendment No. 1 through Amendment No. 6, the Schedule 13D), and relates to shares of common stock, no par value per share (the Common Stock), of Titan International, Inc. (the
Issuer). Capitalized terms used in this Statement but not defined herein shall have the respective meanings given to such terms in Amendment No. 7.
| Item 4 | Purpose of Transaction |
Item 4 is hereby amended by adding the following:
On September 29, 2016, the Reporting Persons (together with certain of their affiliates, MHR), Michael Sirignano and the Issuer entered into
an Audit Committee Observer Agreement (the Observer Agreement) that grants MHR the right to designate an observer to the Audit Committee of the Board of Directors of the Issuer (the Audit Committee) so long as
MHR beneficially owns at least the lesser of (i) 8,005,000 shares of Common Stock and (ii) 10% of the issued and outstanding shares of Common Stock. Pursuant to the Observer Agreement, MHR has designated Michael Sirignano, a principal of Fund
Management, as the initial observer to the Audit Committee, and is entitled to direct the replacement of the observer for any reason and at any time.
The
foregoing description of the Observer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Observer Agreement, a copy of which is filed as Exhibit 1 to this Statement and is incorporated by
reference herein.
| Item 5 | Interest in Securities of the Issuer |
Item 5(a)(ix) and 5(b)(ix) are hereby amended by deleting such
Items in their entirety and replacing them with the following:
The percentages set forth below are calculated based on information contained in the
Issuers Form 10-Q for the quarterly period ended June 30, 2016, which disclosed that there were 54,046,512 shares of Common Stock outstanding as of July 20, 2016.
(a) (ix) Dr. Rachesky may be deemed to be the beneficial owner of 8,064,000 shares of Common Stock (approximately 14.90% of the total number of shares of
Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Act). This number consists of (a) all of the shares of Common Stock otherwise described in this Item 5(a) by virtue of Dr. Racheskys position as the managing
member of each of MHRC, Institutional Advisors III and MHR Holdings and (b) stock options to purchase 59,000 shares of Common Stock held directly.
(b)
(ix) Dr. Rachesky may be deemed to have (x) the sole power to direct the disposition of 8,064,000 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above, and (y) the sole power to direct the voting of
8,064,000 shares of Common Stock which may be deemed to be beneficially owned by Dr. Rachesky as described above.
| Item 6 | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended by adding the following:
The
information set forth in Item 4 above is incorporated into this Item 6 by reference.
| Item 7 | Material to Be Filed as Exhibits |
| Exhibit No. | Description | |
| 1 | Audit Committee Observer Agreement, dated as of September 29, 2016, by and among the Issuer and Michael Sirignano, Mark H. Rachesky, M.D., MHR Holdings LLC, MHR Fund Management LLC, MHR Institutional Advisors III LLC, MHR Advisors LLC, MHRC LLC, MHR Institutional Partners III LP, MHR Capital Partners Master Account LP and MHR Capital Partners (100) LP (incorporated by reference to Exhibit 10 to the Issuers Current Report on Form 8-K filed on October 3, 2016). | |
